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PRACTICE AREAS

structure that holds under pressure Corporate governance

The Polish entity is the easy part. What companies get wrong is the governance that follows. We set up Polish corporate structures that work for US founders, PE funds, and operators from day one through exit.

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COMMON ISSUES

what goes wrong in Polish corporate structures

The governance gap most international companies discover too late.

Your Polish entity runs on assumptions, not documents. Directors make decisions verbally. Shareholder agreements reference US-style concepts that don't exist in Polish law. Nobody has documented what happens if a co-founder wants out or an investor wants a board seat.
We design the governance architecture for your Polish entity from the ground up - shareholder agreement, management board rules, decision-making authority matrix, and the corporate documents that define how the company actually runs.
Your Polish governance structure doesn't scale. What worked for a two-person founding team doesn't work when you have a supervisory board, foreign shareholders, a Polish management team, and complex decision thresholds across jurisdictions.
We redesign your Polish corporate governance structure - decision rights, board composition, supervisory mechanisms, representation rules to match where your business actually is, not where it started.
You need Polish corporate support but don't know where it lives Polish entity management - board resolutions, shareholder meetings, KRS filings, corporate changes requires ongoing formal corporate maintenance that US companies often handle informally, incorrectly, or not at all.
We run ongoing Polish corporate maintenance for your entity: board minutes, shareholder resolutions, KRS filings, officer and ownership changes so your corporate record is always current and your management has a clear governance partner.

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Natalia Kaca

Law was always the field I wanted to build a career in. Today I work with founders on corporate law, contracts, and the day to day legal work that keeps a company running. What matters most to me is paying attention, taking ownership, and giving clients real, usable input on business decisions. On the clock, I watch the fine print. Off the clock, it's fitness, quiet, and making sure the dog gets a proper walk.

W pracy pilnuję paragrafów, po pracy formy, spokoju i tego, żeby pies miał wystarczająco długi spacer

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WHO THIS IS FOR

Built for companies and investors with Polish entities

We work best with US founders, PE and VC funds, family offices, and corporate groups that have Polish entities or are building them — and need them structured, governed, and maintained the way institutional investors and professional acquirers expect.

You're a US company forming a Polish subsidiary

You need more than an incorporation - you need governance documents, shareholder agreements, and a corporate architecture built for how you'll actually run the entity.

  • CEO
  • CFO
  • GC

You're a PE fund acquiring or investing in a Polish company

You need investment-ready corporate documentation, the right governance protections, and an ongoing corporate partner who understands US deal mechanics in Polish law.

  • Partner
  • Principal
  • GC

Your Polish entity has outgrown its original governance setup

What worked for a startup or early acquisition doesn't work for a multi-party, multi-jurisdiction Polish operation. The governance needs a redesign.

  • CEO
  • COO
  • GC

OUTCOMES

what you can expect

Polish corporate governance done right isn’t bureaucracy  – it’s the operational infrastructure that makes your Polish entity work predictably, attract capital cleanly, and survive disputes without destroying value.

Transaction-ready records

Every acquisition, investment, and financing process goes faster when your Polish corporate record is clean, current, and correctly documented.

Clear decision-making

Every governance decision has a documented framework and a clear escalation path.

Investor-grade documentation

Your shareholder agreement, cap table, and documents meet the standards institutional investors expect.

Conflict containment

Shareholder disputes, co-founder exits, and ownership transitions have a legal framework to work through.

Ongoing confidence

Your Polish entity is maintained, up to date, and ready for any audit, transaction, or regulatory review at any time. Od zagadnienia do rozwiązania - krok po kroku.

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HOW WE WORK TOGETHER

etapy pracy z nami

Uporządkowanie struktury spółki wymaga planu i kolejności działań. Pracujemy według prostego, przewidywalnego schematu, który pozwala szybko przejść od diagnozy do wdrożenia.

Form

We set up your Polish entity with governance documents built for how you'll actually run it.

  • Company Formation
  • Investment Structure

Govern

We design the decision-making architecture, shareholder protections, and board setup.

  • Governance Setup
  • Governance Redesign

Maintain

We keep your corporate record current - resolutions, filings, and ongoing governance advisory.

  • Ongoing Counsel

Transact

We prepare your entity for investment, acquisition, restructuring, or exit.

  • Reorganization
  • Shareholder Disputes
  • Investment Structure
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BLOG

knowledge base

Practical reads on Polish and EU law, written for the people actually running the business – not studying it.

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YOU OFTEN ASK

FAQ

Most questions come down to two things – what applies, and who’s personally liable. Here are the answers we give most often.

Sp. z o.o. (limited liability company) is the right choice for most US subsidiaries – lower formation costs, simpler governance, and adequate for most B2B and operational setups. S.A. (joint-stock company) is typically warranted when you’re raising significant capital from multiple investors or need a structure that facilitates broader equity distribution. We recommend based on your specific ownership, governance, and growth plan.

Significantly. Polish Civil Code governs shareholder agreements between parties in Polish entities, and several US-standard provisions – drag-along, tag-along, pre-emption rights, voting thresholds – work differently under Polish law or require specific drafting to be enforceable. US-template shareholder agreements used for Polish entities often create gaps that surface when they’re actually needed.

Mandatory annual general meeting (ZZW) within six months of the financial year end, approval of financial statements, profit distribution or loss carry-forward resolution, board member assessment, and KRS filing confirmation. Additional meetings may be required for management board changes, share transfers, equity modifications, or major transactions. Missing these creates KRS inconsistencies and liability exposure for management.

By shareholder resolution unless the articles of association vest that power in a supervisory board. Board members can typically be removed at any time without cause. Their liability to the company and third parties is significant – particularly in insolvency contexts. We structure management board appointment, compensation, and removal to align with US governance expectations while meeting Polish law requirements.

If there’s no deadlock mechanism in the shareholder agreement, Polish law default rules apply and they don’t resolve commercial deadlocks efficiently. Depending on the ownership split, the company can be paralyzed indefinitely or one party can seek judicial dissolution. We design deadlock mechanisms, buyout triggers, and dispute resolution procedures that avoid these outcomes.